Business Conversion LF

BUSINESS CONVERSION LF

Parties

Corporation
Limited Liability Company (LLC)
Partnership
Other (describe below)

Corporation
Limited Liability Company (LLC)
Partnership
Other (describe below)

Recitals

WHEREAS, Converting Entity represents that it is duly formed and in good standing under the laws of and is authorized under its organizational documents and applicable law to effectuate a statutory conversion into the Resulting Entity; and

WHEREAS, the parties have approved and adopted a plan of conversion and desire to set forth responsibilities, consideration, and procedures necessary to accomplish the conversion described herein, including the transfer of assets, assumption of liabilities, and continuation of business operations by the Resulting Entity effective as of ; and

WHEREAS, the parties intend by this Agreement to allocate obligations and payments for services rendered to accomplish the conversion and to certify requisite approvals and authorizations.

Scope of Work

The parties agree that the following actions shall be performed to effectuate the conversion. Services include filing required conversion instruments, preparing and delivering notices to creditors, assigning or transferring permits and licenses where permitted, preparing transition documents for employees and contractors, updating public records as required, and coordinating regulatory or third-party consents:

Specific deliverables and deadlines to be met by the responsible party are set forth below or in attachments incorporated herein by reference to the extent signed by both parties.

Payment Terms

Converting Entity shall pay the fees and expenses for services to be performed in connection with the conversion as follows.

All payments shall be paid in lawful currency of the United States unless otherwise agreed in writing. Overdue amounts shall accrue interest at the rate set forth above and the non-defaulting party may suspend performance until past due amounts are cured.

Term and Termination

This Agreement shall become effective on the Effective Date and shall remain in effect until the completion of the conversion and the satisfaction of all obligations hereunder or until terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period above following written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed and reimbursement of expenses.

Confidentiality

Each party acknowledges that in connection with the conversion it will receive or have access to confidential information of the other party. For purposes of this Agreement, Confidential Information means nonpublic information that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information from unauthorized use or disclosure with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents, advisors, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Representations and Certification

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and delivery of this Agreement and the performance of the obligations contemplated hereby have been duly authorized by all necessary corporate or entity action, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

The Converting Entity certifies that the plan of conversion has been approved as required by its organizational documents and applicable law and that, upon filing of the conversion documents and satisfaction of statutory conditions, the Resulting Entity will succeed to the rights, privileges, immunities, powers and authority, and property of the Converting Entity, whether real, personal or mixed, and also the obligations and liabilities of the Converting Entity as provided by applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflicts of law principles.

Entire Agreement

This Agreement, together with any exhibits, attachments, or written instruments executed by the parties and incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or failure to disclose material facts necessary to effectuate the conversion. Except for indemnification obligations and willful misconduct, neither party shall be liable to the other for consequential, special, incidental or punitive damages.

Miscellaneous

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the parties. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that monetary damages may be an insufficient remedy for breach of the confidentiality or non-disclosure provisions and that equitable relief may be sought in addition to other remedies.

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